Prohibited Consideration definition

Prohibited Consideration means any direct or indirect payment or other consideration (including, without limitation, any (i) commissions, payments, kickbacks, lavish or extensive entertainment, (ii) pay, remuneration, or gratuity of any value from any Person contracting with, or seeking to contract with, any State party, or (iii) other inducements, in each instance other than such payments and other consideration as are expressly permitted under the PMA (including related Lottery documents), and then only to the extent so permitted thereunder.
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Prohibited Consideration means (i) any non-cash property, other than any Security that (x) is listed or traded on a national securities exchange (as defined in the Exchange Act) or on the London Stock Exchange, Euronext Paris (Premier Marché), the Frankfurt Stock Exchange, the Tokyo Stock Exchange, the Hong Kong Stock Exchange and the Shanghai Stock Exchange, in each case or successors thereto, and (y) has an average weekly volume of trading (on a value basis, not on a shares traded basis), as reported by Bloomberg L.P., over the four most recently completed calendar weeks ended immediately prior to the measurement date of at least 20% of the average of the average weekly trading volumes (on a value basis, not on a shares traded basis), each as reported by Bloomberg L.P., over the same period of issuers with a market capitalization on the New York Stock Exchange or the Nasdaq Stock Market of no more than 20% greater or 20% lower than the market capitalization of the Buyer immediately prior to the applicable Buyer Change of Control, (ii) any Security of an issuer that is Excessively Leveraged or (iii) any Security of an issuer that is set forth on Exhibit A.
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Examples of Prohibited Consideration in a sentence

  • The Contractor represents, warrants and covenants that it has not: accepted, nor shall accept, any Prohibited Consideration from any Person; given, nor shall give, any Prohibited Consideration to any Person; in each case in connection with, directly or indirectly, the Agreement.

Related to Prohibited Consideration

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • Prohibited Distributions means any and all dividends or other distributions paid by the Corporation with respect to any Excess Securities received by a Purported Transferee.

  • Designated Noncash Consideration means the fair market value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Prohibited Transaction has the meaning set forth in ERISA Section 406 and Code Section 4975.

  • Prohibited Transfer means any Transfer or purported Transfer of Corporation Securities to the extent that such Transfer is prohibited and/or void under this Article IX.